Fresenius SE & Co. KGaA

Investor Presentation • Oct 30, 2014

Health Care Worldwide

Barclays European High Yield and Leveraged Finance Conference October 30, 2014 – London

Safe Harbor Statement

This presentation contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements contained in this presentation.

Agenda

• Company Overview
• Business Segments
• Fresenius Medical Care
• Fresenius Kabi
• Fresenius Helios
• Fresenius Vamed
• Financial Overview
• Financing Facilities and Debt Structure
• Summary and Outlook

Company Overview

A Global Leader in Health Care Products and Services

• Sales €21.1 bn, net income1 €1.8 bn LTM June 2014
• Strong and well-diversified portfolio
• Global presence in approx. 100 countries
• Long-term opportunities in growing markets
• Leading market positions

1 – Net income incl. attributable to non-controlling interest, before one-time items

Fresenius Group: Strong and Balanced Health Care Portfolio

Market Cap.⁵ €16.8 bn

• 1 Before costs (Fenwal; acquired Rhoen hospitals) and disposal gains (two Helios hospitals; Rhoen stake)
• 2 Based on market cap of Fresenius SE as of October 10, 2014
• 3 Based on consolidated market capitalization of Fresenius SE and Fresenius Medical Care as of October 10, 2014 and consolidated net debt as of June 30, 2014
• 4 Held by Fresenius ProServe GmbH, a wholly owned subsidiary of FSE
• 5 Based on market cap of Fresenius Medical Care as of October 10, 2014
• 6 Before Fenwal integration costs
• 7 Before integration costs (acquired Rhoen hospitals) and disposal gains (two Helios hospitals; Rhoen stake)

Fresenius Group: Sales Distribution by Region – H1/2014

Fresenius Group: Financial Results

1 – Before special items

2 – 2013 excluding Fenwal integration costs of €54 million

2009 2010 2011 2012 2013 3 – Incl. attributable to non-controlling interest; 2013 excluding Fenwal integration costs of €40 million

4 – 2011 sales were adjusted by -€161m according to a U.S. GAAP accounting change. This solely relates to Fresenius Medical Care North America

Fresenius Group: Organic Growth 1999 – 2014

Fresenius Group: Sustainable Organic Sales Growth in all Business Segments

Fresenius Medical Care

Fresenius Helios

Fresenius Group: Financial Results

	Sales	EBIT1	Net income2,3
H1/2014	€10,733 m	€1,403 m	€788 m
Growth at constant currency rates	12%	0%	-1%
Growth at actual currency rates	7%	-3%	-3%

1 - 2014 before integration costs (Fenwal: €3 million; acquired Rhoen hospitals: €8 million) and disposal gains (two Helios hospitals: €22 million; Rhoen stake: €35 million); 2013 before integration costs (Fenwal: €27 million)

• 2 incl. attributable to non-controlling interest
• 3 2014 before integration costs (Fenwal: €2 million; acquired Rhoen hospitals: €6 million) and disposal gains (two Helios hospitals: €21 million; Rhoen stake: €34 million); 2013 before integration costs (Fenwal: €20 million); including a tax impact of \$18 million at Fresenius Medical Care in 2014

Fresenius Group: Financial Results by Business Segment

H1/2014	Fresenius Medical Care	Fresenius Kabi	Fresenius Helios	Fresenius Vamed
Sales Growth	\$7,398 m 5%	€2,466 m -2%	€2,521m 49%	€398 m -5%
EBIT Growth	\$1,001 m -4%	€411 m1 -12%	€250 m2 40%	€15m 0%

1 – 2014 before integration costs of (Fenwal: €3 million); 2013 before integration costs (Fenwal: €27 million)

2 – 2014 before integration costs (acquired Rhoen hospitals: €8 million) and disposal gains (two Helios hospitals: €22 million; Rhoen stake: €35 million)

Business Segments

Fresenius Medical Care: Global Market Leader in Dialysis

• World leader in dialysis products and services treating 280,942 patients in 3,335 clinics worldwide1
• Provide highest standard of patient care
• Vertical integration
• High quality products & services
• Complete therapy offerings
• Leader in growing market
• Dialysis market growing 4% cc and estimated to reach around \$100 bn by 2020
• Patient growth driven by age, life style and mortality reduction

~6% global patient growth p.a. ~3.8 million patients by 2020 expected

Patients in million

Industry Dynamics

^{1 –} As of June 30, 2014

Fresenius Medical Care: Key Figures H1/2014

€ million \$ million	Q1/2013 H1/2014	Q1/2012 H1/2013	Growth Growth
Total Sales	7,398	7,076	+5%1
EBITDA	1,337	1,353	-1%
EBITDA margin	18.1%	19.1%
EBIT	1,001	1,038	-4%
EBIT margin	13.5%	14.7%
Net income	4392	488	-10%3

1 – 4% organic growth, 2% acquisitions , -1% currency effect# 3 – -6% before a one-time special tax effect of \$18 million

2 – \$457 million before a one-time special tax effect of \$18 million

Fresenius Kabi: A Worldwide Leading Hospital Supplier

• Comprehensive product portfolio for critically and chronically ill patients
• IV Drugs
• Clinical Nutrition
• Infusion Therapy
• Medical Devices / Transfusion Technology
• Global addressable market: >€25 bn
• Leading market positions
• Focus on organic growth driven by geographic product rollout and robust product pipeline
• Aim to expand the business through selective acquisitions

Fresenius Kabi: Strong Growth Track Record & High Profitability

1 – Before special items

Fresenius Kabi: Key Figures H1/2014

€ million	H1/2014	H1/2013	Growth
Sales	2,466	2,519	2 -2%
- Infusion Therapy - I.V. Drugs - Clinical Nutrition - Medical Devices/ Transfusion Technology	476 868 662 460	500 893 663 463	-5% -3% 0% -1%
1 EBITDA EBITDA margin	513 20.8%	575 22.8%	-11%
1 EBIT EBIT margin	411 16.7%	469 18.6%	-12%
1 Net income	217	242	-10%

1 – before Fenwal integration costs

2 – 2% organic growth, -5% currency effect, 1% acquisitions

Fresenius Helios: Leading Private Hospital Operator in Germany

• Acute and post-acute care in 111 proprietary hospitals¹
• High-quality medical care (e.g., mortality rate for heart failure and pneumonia >30% below German average)
• Strong track record in hospital operations and acquisitions: targeting 12 − 15% EBIT margin within 6 years per individual clinic location
• Landmark acquisition of 40 hospitals from Rhoen-Klinikum provides excellent long-term growth opportunities

Majority of population has access to a HELIOS hospital within one hour's drive

2013 Sales: €3,393 m; EBIT: €390 m

1 – as of July 31, 2014

Fresenius Helios: Strong Growth Track Record & Increased Profitability

Fresenius Helios: Key Figures H1/2014

€ million	H1/2014	H1/2013	Growth
Sales	2,521	1,695	3 +49%
EBITDA1	344	235	+46%
EBITDA margin	13.6%	13.9%
EBIT1	250	179	+40%
EBIT margin	9.9%	10.6%
Net income 2	179	119	+50%

1 – 2014 before integration costs (€8 million) and disposal gains (two Helios hospitals: €22 million; Rhoen stake: €35 million) 2 – 2014 before integration costs (€6 million) and disposal gains (two Helios hospitals: €21 million; Rhoen stake: €34 million)

3 – 3% organic growth, 48% acquisitions, -2% divestitures

Fresenius Vamed: A Leading Global Specialist in Hospital Projects and Services

• Specialized in project development building hospital infrastructure and providing hospital services (technical services and operational management)
• Track record:

• 650 health care projects in 72 countries successfully completed

• Services provided to 140 hospitals and 50,000 beds globally
• Continuous demand for hospital infrastructure and operating efficiency; key markets Europe, Asia-Pacific, Africa

Financial Overview

Fresenius Group: Demonstrated Strong Sales and EBITDA Growth

1 – Before special items

Fresenius Group: Key Figures H1/2014

€ million	H1/2014	H1/2013	Change actual rates	Change constant rates
Sales	10,733	9,987	+7%1	+12%
EBITDA2	1,854	1,860	0%	+3%
EBIT2	1,403	1,448	-3%	0%
Interest, net	-283	- 313	+10%	+6%
EBT2	1,120	1,135	- 1%	+1%
Taxes	-332	-323	-3%	-7%
Net income3,4	788	812	-3%	-1%
Employees	209,933	173,3255

1 – 3% organic growth, 9% acquisitions, -5% currency effect

2 – 2014 before integration costs (Fenwal: €3 million; acquired Rhoen hospitals: €8 million) and disposal gains (two Helios hospitals: €22 million; Rhoen stake: €35 million); 2013 before integration costs (Fenwal: €27 million)

3 – 2014 before integration costs (Fenwal: €2 million; acquired Rhoen hospitals: €6 million) and disposal gains (two Helios hospitals: €21 million; Rhoen stake: €34 million); including a tax impact of \$18 million at Fresenius Medical Care in 2014; 2013 before integration costs (Fenwal: €20million)

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4 – incl. attributable to non-controlling interest

5 – as of June 30, 2013

Cash Flow Development LTM

€m	Operating CF		Capex (net)		Free Cash Flow1
	LTM H1/14	LTM Margin	LTM H1/14	LTM Margin	LTM H1/14	LTM Margin
	465	9.4%	-335	-6.8%	130	2.6%
	383	9.1%	-204	-4.9%	179	3 4.2%
	-34	-3.4%	-10	-1.0%	-44	-4.4%
Corporate/ Other	7	n/a	-6	n/a	1	n/a
excl. FME	821	2 8.8%	-555	-5.4%	266	2 3.4%
Group	2,123	10.1%	-1,163	-5.5%	960	4.6%

1 – Before Acquisitions and Dividends

2 – Incl. Fresenius Medical Care dividend

3 – Understated: 5.3% excluding €44 million of capex commitments from acquisitions

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Margin = in % of sales

Fresenius Group: Proven Track Record of Deleveraging

• 1 Pro forma incl. Renal Care Group
• 2 Pro forma incl. APP Pharmaceuticals Inc., before APP-transaction related special items
• 3 Pro forma incl. Damp Group, Liberty Dialysis Holdings, Inc. and Fenwal, adjusted for €6 million one-time costs related to the 2012 takeover offer to Rhoen-Klinikum AG shareholders as well as for €86 million other one-time costs at FME
• 4 Pro forma excluding advances made for the acquisition of hospitals and outpatient facilities of Rhoen-Klinikum AG; before Fenwal integration costs
• 5 Pro forma including acquired hospitals from Rhoen-Klinikum. Before integration costs for Fenwal and disposal gains from the divestment of two Helios hospitals
• 6 Pro forma including acquired Rhoen hospitals and excluding two Helios hospitals; before integration costs (Fenwal; acquired Rhoen hospitals) and disposal gains (two Helios hospitals; Rhoen stake)

Fresenius Group: Debt and Interest Ratios

	Jun 30, 2014	Dec 31, 2013	Net debt/EBITDA Target 2014YE: ~3.25
Debt (€m) thereof 42% \$-denominated	14,527	12,804	3.40 3.26
Net debt (€m)	13,457	11,940	3.07
Net debt/EBITDA	3.391,2	2.513	2.60 2.57 2.72
EBITDA/Interest	6.6	6.7	2.63 at actual at identical FX-rates
			2009 2010 2011 2012 2013 Q1/14 Q2/14

• 1 Before integration costs (Fenwal: €3 million; acquired Rhoen hospitals: €8 million) and disposal gains (two HELIOS hospitals: €22 million; Rhoen stake: €35 million)
• 2 Pro forma including Rhoen hospitals and excluding two HELIOS hospitals
• 3 2013 before integration costs (Fenwal: €54 million); pro forma excluding advances made for the acquisition of hospitals from Rhoen-Klinikum AG (€2.18 bn)

Financing Facilities and Debt Structure

Fresenius Group: Current Debt and Cash Flow Structure as of June 30, 2014

Fresenius Medical Care Financing Fresenius SE Financing

• 1 External debt as of June 30, 2014
• 2 Incl. Fresenius Finance B.V. and other financing subsidiaries
• 3 Controlling stake

4 – As held by Fresenius ProServe GmbH, a wholly owned subsidiary of Fresenius SE & Co. KGaA, which provides the guarantees 5 – Incl. subsidiaries

Fresenius Group: Capitalization as of June 30, 2014

	in € million	in \$ million	% of total cap	LTM EBITDA Q2 2014 x
Fresenius SE 2013 Credit Agreement: Term Loan A (€, US-\$)	1,875	2,410	4.1%
Fresenius SE 2013 Credit Agreement: Term Loan B (€, US-\$)	662	851	1.4%
8.750% and 9.000% Senior Notes due 2015 (€, US-\$)	634	815	1.4%
4.250 % Senior Notes due 2019	500	643	1.1%
2.375% Senior Notes due 2019	299	384	0.6%
2.875% Senior Notes due 2020	500	643	1.1%
3.000% Senior Notes due 2021	445	572	1.0%
4.250% Senior Notes due 2021	218	280	0.5%
4.000% Senior Notes due 2024	453	582	1.0%
Convertible Bonds	456	586	1.0%
Commercial Paper	430	553	0.9%
Euro Notes	959	1,232	2.1%
Other debt, gross	534	686	1.2%
Total Debt (Fresenius SE excl. Fresenius Medical Care), gross	7,965	10,236	17.2%
Cash (excl. Fresenius Medical Care)	598	768	1.3%
Total debt (Fresenius SE excl. Fresenius Medical Care), net	7,367	9,467	15.9%
debt, net1 Total Fresenius Medical Care	6,090	7,826	13.2%
Total consolidated debt, net	13,457	16,997	29.1%	3.4x
Market capitalization2	32,822	41,678	70.9%	8.45x
Total capitalization	46,279	58,675	100.0%	11.9x
Group EBITDA3 Fresenius SE				3,882

1 - Net of Cash and intercompany adjustments

2 - Based on market capitalization for Fresenius SE and Fresenius Medical Care as of October 10, 2014

3 - Before integration costs (Fenwal: €3 million; acquired Rhoen hospitals: €8 million)and disposal gains (two HELIOS hospitals: €22 million; Rhoen stake: €35million)

4 - Pro forma including Rhoen hospitals and excluding two Helios hospitals

Fresenius Medical Care: Debt Maturity Profile June 30, 20141 PF Convertible Bonds, and new Senior Notes, repayment TLA-2

1 – based on utilization of major long-term financing instruments

Fresenius Group excluding FME: Debt Maturity Profile June 30, 20141

1 – based on utilization of major long-term financing instruments

Fresenius Group: Debt Maturity Profile June 30, 20141 Pro Forma FMC financings

1 – based on utilization of major long-term financing instruments

Summary and Outlook

Fresenius Medical Care: Financial Outlook

	Reported 2013	Guidance 2014
Sales	\$14,610	~ \$15,200
Net Income	\$1,110	\$1.0-1.05 bn
Debt / EBITDA	2.8x	~ 3.0x

• − Outlook excludes potential net costs savings of up to \$60 million before taxes for 2014
• − Outlook excludes revenue contribution from acquisitions of ~ \$500 million
• − Investments in quality/compliance systems and legal cost to continue to comply with standards

Fresenius Group: 2014 Financial Outlook by Business Segment / New: HELIOS incl. Acquired Rhoen Hospitals

		Old	New
Fresenius Kabi	Sales growth organic EBIT margin	4% – 6% 16.5% – 18%
Fresenius Helios1	Sales growth organic Sales contribution acquired hospitals Sales growth acquired hospitals organic EBIT Helios+Rhoen hospitals	3% – 5%	~ €1.8 bn 3% – 5% €540 – 560 m
Fresenius Vamed	Sales growth organic EBIT growth	5% – 10% 5% – 10%

1 – Before integration costs for acquired hospitals and disposal gains (two HELIOS hospitals; Rhoen stake )

Fresenius Group: Financial Outlook

	Old	New1
Revenue growth at constant currency	12% ‒ 15%	14% ‒ 16%
Net income growth2 at constant currency	2% ‒ 5%
Net debt/ EBITDA	3.0 ‒ 3.25x	~ 3.25x

• 1 Following acquisitions at Fresenius Medical Care
• 2 Net income attributable to shareholders of Fresenius SE & Co.KGaA before integration costs (Fenwal; acquired Rhoen hospitals) and disposal gains (two HELIOS hospitals; Rhoen stake). Guidance includes acquired Rhoen hospitals

Fresenius Group: Ideal Strategic Posture to Benefit from Major Healthcare Trends

Aging population and higher incidence of chronic diseases World population aged 60+ will more than double by 2050 to >2 bn (OECD)

Increasing health care spending in emerging markets Increasing health care coverage and per capita spending (e.g. India: \$59, China: \$278, vs. USA: \$8,608; WHO)

Continuing growth of generics

Approx. \$19 bn branded IV drug sales (base: 2013) go off-patent in the U.S. by 2023

Rise of private providers in health care services

Further privatization of German hospital market Global opportunity to provide dialysis services (e.g. China, India)

Fresenius Group: Attractive Mid-Term Growth Prospects

New Stretch Target > €30 billion sales €1.4 to €1.5 billion net income1 by 2017

Strong and Balanced Health Care Portfolio

1 – excl. attributable non-controlling interest

Investment Highlights

Leading market positions

Diversified revenue base with four strong business segments

Global presence in growing, non-cyclical markets

Proven ability to integrate acquisitions

Clear track record of and commitment to de-leveraging

Strong financial performance and cash flow generation

Health Care Worldwide